Drafting a Hold Harmless Agreement

Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom.
Also note: This is not legal advice.

Introduction

Hold harmless agreements are an essential part of any contractual arrangement. By protecting both parties from potential liability, these agreements safeguard the interests of business owners and contractors alike. However, it is also important to note that hold harmless agreements do not absolve either party from liability for intentional or grossly negligent acts.

At Genie AI, we understand the importance of having a hold harmless agreement in place. Our team strives to provide resources and guidance to those looking to draft their own document. With our open source legal template library, anyone can craft a high-quality contract without the need to pay a lawyer.

In order to create your own hold harmless agreement, there are a few key steps you should take into consideration. Firstly, you’ll need to decide who will be responsible for potential liabilities - this is referred to as ‘indemnification’. Secondly, you should ensure that all parties involved in the contractual arrangement fully understand the terms of the document; if any term is unclear or unsatisfactory then it must be addressed before signing off on anything. Lastly, it’s important that all relevant information is included in your agreement - such as indemnifying party’s name and contact details - so as not to leave anything out or cause confusion down the line.

At Genie AI we want nothing more than for our readership to have access to quality legal documents such as hold harmless agreements without having an account with us; read on below for more information on how you can easily access our template library today!

Definitions (feel free to skip)

Indemnifying Party: The person or entity that is responsible for protecting another person or entity from any potential liability or damages.
Indemnified Party: The person or entity that is being protected from any potential liability or damages.
Scope of Indemnification: The extent to which the indemnifying party will be held responsible for any potential liability or damages.
Potential Liabilities: Possible losses or damages that the indemnifying party may be responsible for.
Exclusions: Conditions or activities that are not covered by the agreement.

Contents

• Definition of a Hold Harmless Agreement
• Identify the Parties Involved in a Hold Harmless Agreement
• Who is the Indemnifying Party
• Who is the Indemnified Party
• Understand Legal Elements of a Hold Harmless Agreement
• Identify Potential Liabilities
• Define Scope of Indemnification
• State Any Exclusions
• Determine What is Covered by a Hold Harmless Agreement
• Determine What is Not Covered by a Hold Harmless Agreement
• Research Legal Implications of a Hold Harmless Agreement
• Familiarize Yourself with Best Practices for Drafting a Hold Harmless Agreement
• Draft a Hold Harmless Agreement
• Include All Required Elements
• Ensure Agreement is Legally Binding
• Finalize a Hold Harmless Agreement
• Have All Parties Sign
• Ensure Agreement is Dated
• File a Hold Harmless Agreement
• Ensure Agreement is Filed with the Appropriate Agency
• Keep a Copy of the Signed Agreement

Get started

Definition of a Hold Harmless Agreement

• Understand the purpose of a Hold Harmless Agreement: it is a contract between two parties that limits or eliminates the legal liability of one party to another
• Define the specific terms and conditions of the agreement, such as the scope of protection, the liabilities of the parties, and any other relevant details
• Research state laws and regulations to ensure that the terms of the agreement are legally binding and not in violation of any laws
• Check with a legal advisor to make sure the agreement will protect all parties involved
• When you have a clear understanding of what a Hold Harmless Agreement entails and how it works, you can check this step off your list and move on to the next one.

Identify the Parties Involved in a Hold Harmless Agreement

• Identify who the parties are that are entering into the agreement. This could be two individuals, a company and an individual, two companies, or any other combination of people, organizations, or entities.
• Make sure that the parties involved are properly identified, including their official names and contact information.
• When all parties have been identified, you can check off this step and move on to the next step.

Who is the Indemnifying Party

• Identify the party that will be legally responsible for any liabilities, losses, or damages incurred by the other party
• The indemnifying party is the one that agrees to protect the other party from any legal responsibilities
• Determine if the indemnifying party is able to actually cover the liabilities, losses, or damages
• Include a clause in the agreement specifying the indemnifying party’s responsibility in the event of any liabilities, losses, or damages
• Confirm that the indemnifying party is willing and able to take on the responsibility of protecting the other party

You can check this off your list and move on to the next step once you have identified the indemnifying party, determined if they are able to cover the liabilities, losses, or damages, and included a clause in the agreement specifying the indemnifying party’s responsibility.

Who is the Indemnified Party

• Identify and list the name of all parties who will be indemnified in the agreement
• Determine if all parties who should be indemnified are included in the agreement
• Research the respective parties to ensure they are legally capable of entering into a contractual agreement
• Ensure the indemnified parties have provided their written consent to the Hold Harmless Agreement
• Verify that the indemnified parties have been notified and understand the risks associated with the agreement

How you’ll know when you can check this off your list and move on to the next step:

• You will know when you can check this step off your list and move on to the next step when you have identified and listed the name of all parties who will be indemnified in the agreement, determined if all parties who should be indemnified are included in the agreement, researched the respective parties to ensure they are legally capable of entering into a contractual agreement, ensured the indemnified parties have provided their written consent to the Hold Harmless Agreement, and verified that the indemnified parties have been notified and understand the risks associated with the agreement.

Understand Legal Elements of a Hold Harmless Agreement

• Review the requirements of a Hold Harmless Agreement to ensure you understand what it is and what it does
• Understand that the agreement is used to protect one party from any losses or damages that the other party may be held liable for
• Research the legal elements of a Hold Harmless Agreement, such as its purpose, the parties involved, and their respective obligations
• Make sure that you are aware of the different types of language and liabilities that may be included in the agreement
• When you have a thorough understanding of the legal elements of a Hold Harmless Agreement, you can move on to the next step.

Identify Potential Liabilities

• Research and list any potential liabilities that could be included in the Hold Harmless Agreement
• Consider any activities or situations that might lead to injury or damage
• Make a list of potential liabilities that should be included in the agreement
• When you have a comprehensive list, you can move on to the next step and define the scope of indemnification.

Define Scope of Indemnification

• Identify what the Indemnitee is being held harmless from
• Decide the type of protection the Indemnitee will receive
• List the areas of responsibility the Indemnitee will be protected from
• Outline the circumstances of where the Indemnitee will be held harmless
• Specify the Indemnitee’s obligations
• Determine the length of time the Indemnitee will be protected
• Confirm that the Indemnitee will not be liable for certain damages

When you can check this off your list:

• When you have identified, outlined and determined the scope of indemnification the Indemnitee will receive and have specified and confirmed the Indemnitee’s obligations.

State Any Exclusions

• Carefully read through the scope of indemnification you have set up to determine what you want to exclude from the agreement
• Consider any specific events or activities that could lead to a claim and decide if you want to include them in the agreement or not
• Create a list of exclusions that should be included in the hold harmless agreement and include it in the text
• Make sure the list of exclusions is clear and precise to avoid any potential confusion
• Once you have drafted the list of exclusions, review the agreement to ensure that it is accurate and all relevant information is included
• Once you have checked and double-checked the agreement, you can move on to the next step, which is determining what is covered by a hold harmless agreement.

Determine What is Covered by a Hold Harmless Agreement

• Review the purpose of the agreement to ascertain what type of coverage is needed
• Identify the parties involved and any liabilities that need to be covered
• List the specific circumstances that need to be covered in the agreement
• Clarify any terminology used in the agreement to ensure accurate coverage
• Include any additional coverage that is necessary in the agreement
• When all necessary coverage is listed, review the agreement to ensure accuracy
• Sign and date the agreement when all parties involved are in agreement

Once all necessary coverage is listed in the agreement and all parties have signed and dated it, you can check this off your list and move on to the next step.

Determine What is Not Covered by a Hold Harmless Agreement

• Review the agreement to see what is already listed as not covered.
• Consider any relevant laws or regulations in your jurisdiction that may limit the scope of the agreement.
• Identify any potential risks that should not be covered by the agreement.
• Think of any specific circumstances or parties that should not be held harmless by the agreement.
• Make a list of what is not covered by the agreement.

When you can check this off your list and move on to the next step:

• You will have a clear understanding of what is not included in the agreement.
• You have listed all the items that are not covered by the agreement.

Research Legal Implications of a Hold Harmless Agreement

• Review state laws related to hold harmless agreements
• Investigate cases related to hold harmless agreements to understand how they apply in different scenarios
• Consult with legal professionals to get more information on the legal implications of hold harmless agreements
• Take notes on all your findings
• When you are confident that you have a thorough understanding of the legal implications of hold harmless agreements, you can move on to the next step.

Familiarize Yourself with Best Practices for Drafting a Hold Harmless Agreement

• Read up on the legal considerations, definitions, and language that should be included in a hold harmless agreement
• Review examples of hold harmless agreements to gain an understanding of their structure
• Familiarize yourself with any state or federal laws that may apply to your agreement
• Determine if specific language should be included in your agreement based on your particular situation

You can check this off your list when you have a thorough understanding of the purpose and structure of a hold harmless agreement, and a good idea of the language that should be included in your agreement.

Draft a Hold Harmless Agreement

• Begin drafting the agreement by outlining the purpose of the agreement.
• Identify the two parties involved in the agreement, as well as their responsibilities and liabilities.
• Clearly define the circumstances under which each party is held harmless.
• Include any additional considerations, such as indemnification or limitation of liability.
• Ensure that the agreement is legally binding by including the appropriate signatures and dates.

You will know you can check this off your list and move on to the next step when you have completed the necessary elements for drafting a Hold Harmless Agreement.

Include All Required Elements

• Make sure to include all of the essential elements in the agreement, such as the names of the parties, a description of the risks, and a clear release of liability.
• Make sure to include provisions for legal fees, costs, and expenses in the event of litigation.
• Also, make sure to include a date of execution and an expiration date.
• Once all of the required elements have been included, you can be sure that the Hold Harmless Agreement is complete and ready for review.

Ensure Agreement is Legally Binding

• Ensure the language of the agreement is precise and clear.
• Have the agreement reviewed and approved by a lawyer to ensure it complies with legal standards and is legally binding.
• Make sure any changes or modifications are made by the lawyer as well.
• When the agreement has been reviewed and approved by a lawyer, you can move on to the next step - finalizing the hold harmless agreement.

Finalize a Hold Harmless Agreement

• Review the contents of the agreement to ensure all elements are included
• Make sure all parties understand the agreement, including the scope of the agreement and any limits on liability
• Have an attorney review the agreement to ensure it is legally binding
• Finalize the agreement by having both parties sign it
• Store the finalized agreement in a secure location
• You will know you have finalized the agreement when all parties have signed it.

Have All Parties Sign

• Ensure that all parties involved have read and understand the agreement.
• Have each party sign and date the agreement.
• Make sure each party has a copy of the signed agreement.
• Once all parties have signed and dated the agreement, you can check this step off your list and move on to ensure the agreement is dated.

Ensure Agreement is Dated

• Enter the date on which the agreement was signed
• Make sure all parties entering into the agreement have signed the document
• Check that the date given is correct and accurately reflects when the agreement was signed
• Once all parties have signed the agreement and the date is accurate, the step of ensuring the agreement is dated is complete and the next step can begin.

File a Hold Harmless Agreement

• Gather the necessary documents for filing the agreement, such as a copy of the agreement, any attachments, and documents confirming the identity of the parties involved.
• Fill out the filing information forms.
• Submit the filing information forms, the agreement, and any attachments to the appropriate agency.
• Pay the filing fee, if applicable.
• Receive confirmation that the agreement has been filed and is effective.
• Check off this step from your list and proceed to the next step.

Ensure Agreement is Filed with the Appropriate Agency

• Determine who the appropriate agency is for filing the Hold Harmless Agreement.
• Contact the agency to confirm what documents need to be filed and how to submit them.
• Submit all necessary documents to the agency.
• Pay any necessary filing fees.
• Keep a record of all documents and fees paid.

Once all documents have been submitted and filing fees have been paid, you can check this off your list and move on to the next step.

Keep a Copy of the Signed Agreement

• Make sure to keep a copy of the signed agreement for your records.
• Store the copy in a secure, easily accessible place.
• You can also send a copy of the signed agreement to any parties involved as a confirmation of the agreement.
• Once you have a copy of the signed agreement, you can move on to the next step in the process.

FAQ:

Q: What is an example of a ‘hold harmless agreement’?

Asked by Rachel on January 8th 2022.
A: A ‘hold harmless agreement’ is a legally binding contract between two or more parties, in which one party agrees to indemnify the other from any harm that may arise due to the actions of the former. These agreements are commonly found in a variety of contexts, ranging from business contracts to residential lease agreements. For example, a hold harmless agreement might be used by a company which is hiring an independent contractor to do work; the company would agree to protect the contractor from any damages they might incur while performing the job.

Q: What are the benefits of drafting a hold harmless agreement?

Asked by James on March 21st 2022.
A: Drafting a hold harmless agreement can offer a variety of benefits for all parties involved. Firstly, it can help to protect all parties from potential liability in the event something goes wrong, such as an injury or property damage. Secondly, these agreements can also help to ensure that any disputes that arise between parties are handled fairly and quickly, because both parties will have agreed ahead of time who will bear responsibility in certain circumstances. Finally, these agreements can help to provide clarity and protect any confidential information shared between the two parties.

Q: What is the difference between a ‘hold harmless agreement’ and an ‘indemnity agreement’?

Asked by Emily on June 5th 2022.
A: While both ‘hold harmless agreements’ and ‘indemnity agreements’ are legally binding contracts between two or more parties, there is an important distinction between them. An indemnity agreement typically involves one party agreeing to compensate another for any damages or losses incurred as a result of their actions, whereas a hold harmless agreement usually involves one party agreeing to protect another from any potential harm resulting from their actions. As such, indemnity agreements tend to be more focused on reimbursement for losses than hold harmless agreements.

Q: When should I use a hold harmless agreement?

Asked by Christopher on August 12th 2022.
A: A hold harmless agreement can be used in many different situations where one party needs protection from potential harm caused by the actions of another. Some common examples include when hiring an independent contractor or subcontractor, when entering into business partnerships, when renting out property, when entering into loan agreements, and when entering into contractual relationships with suppliers or customers. In each of these cases, it can be beneficial to draft and sign a hold harmless agreement in order to ensure that all parties are adequately protected against potential liabilities.

Q: What should I include in my hold harmless agreement?

Asked by Jennifer on October 22nd 2022.
A: When drafting your own hold harmless agreement, there are certain key elements that you should include in order to ensure that it is effective and legally binding. These elements typically include: (1) an identification of all parties involved; (2) a definition of what activities will be covered by the agreement; (3) a statement outlining which party is responsible for any damages that may arise; (4) an affirmation of understanding and acceptance from all parties; (5) an acknowledgement that all information shared between parties is confidential; and (6) signatures from all parties involved in order to make it legally binding.

Q: Do I need legal advice before drafting my own hold harmless agreement?

Asked by Joshua on December 28th 2022.
A: While drafting your own hold harmless agreement can be relatively straightforward in some cases, it is important to note that different jurisdictions have varying laws and regulations which may affect your particular situation or needs. Therefore, it is recommended that you seek legal advice before finalizing your own draft in order to ensure that it meets all applicable legal requirements and adequately protects your interests.

Q: How long does a hold harmless agreement last?

Asked by Ashley on February 15th 2022.
A: The length of time for which a hold harmless agreement remains valid depends on several factors including the specific terms outlined within it as well as applicable laws in your local jurisdiction; however, most agreements tend to last for at least one year after signing unless otherwise specified within the contract itself. It is important to note that even after this period has expired, the terms outlined within the contract may still remain in effect until either party gives written notice indicating otherwise.

Q: Are there any exceptions to what can be included in a hold harmless agreement?

Asked by Michael on April 25th 2022.
A: Generally speaking, most forms of harm can be covered under the terms of a hold harmless agreement; however, it is important to note that certain exceptions may apply depending on your local jurisdiction or industry sector. For example, some jurisdictions may not allow certain forms of damage (such as consequential damages) or certain types of activity (such as illegal activities) to be included within these types of contracts due to public policy issues or other legal considerations. Therefore, you should always seek legal advice before finalizing your draft so as to ensure that all applicable laws are taken into account.

Q: What happens if one party fails to uphold their obligations under a hold harmless agreement?

Asked by Sarah on July 8th 2022.
A: In the event that one party fails to uphold their obligations under the terms of a hold harmless agreement, they may be liable for breach of contract depending on the specific facts surrounding this particular situation as well as any applicable laws in your local jurisdiction; therefore, it is important for both parties to ensure they are familiar with all aspects of this type of contract before entering into it so as to avoid any potential legal repercussions down the line. Additionally, it is also important for both parties to review their obligations periodically during the course of their relationship so as to ensure they remain compliant with all contractual obligations moving forward.

Q: Are there any risks associated with drafting my own hold harmless agreement?

Asked by Matthew on September 19th 2022.
A: As with any type of contract or legal document, there are certain risks associated with drafting your own hold harmless agreement without seeking professional advice first; therefore, it is important that you understand all aspects of this type of contract before entering into one so as to avoid any potential issues down the line such as disputes over interpretation or enforcement issues due to incorrect wording within the document itself. Additionally, you should also bear in mind that different jurisdictions have varying laws and regulations which could affect your particular situation or needs; therefore, seeking professional advice before finalizing your draft can help ensure that you remain compliant with all applicable legal requirements at all times.

Q: How do I ensure my own interests are protected when drafting a hold harmless agreement?

Asked by Emily on November 3rd 2022.
A: When drafting your own hold harmless agreement it is important to ensure that you clearly outline each party’s responsibilities and obligations so as to protect your own interests at all times; additionally, you should also make sure you understand all applicable laws in your local jurisdiction which could affect your particular situation or needs before finalizing your draft so as to ensure compliance at every stage of the process. Finally, having a qualified lawyer review your document prior to signing can also provide additional peace-of-mind by ensuring that all relevant matters have been taken into account during drafting and negotiation stages alike…

Example dispute

Suing Companies for Breach of a Hold Harmless Agreement

• Plaintiff must demonstrate that the defendant breached the agreement. This can include failing to indemnify the plaintiff for damages, or failing to fulfill the obligations outlined in the agreement.
• Plaintiff must demonstrate that the agreement is valid and enforceable. This includes that the agreement is written, signed, and up-to-date.
• Plaintiff can pursue damages for any losses suffered which can include medical expenses, legal fees, or other costs associated with the breach of the agreement.
• Plaintiff may be able to seek injunctive relief, which can include an order from the court to the defendant to fulfill their obligations, or cease certain activities.
• The plaintiff must establish that the breach of the agreement caused harm. This includes showing how the breach of the agreement caused them to suffer damages.
• The plaintiff must calculate the damages that they are seeking. This includes medical expenses, legal fees, or other costs associated with the breach of the agreement.
• Settlement of the suit can be reached through negotiation or court-ordered arbitration, or the case may be decided by a jury. The court may also award punitive damages in certain cases.

Templates available (free to use)

Helpful? Want to know more? Message me on Linkedin